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AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, dated this Gth day of December , 19 99, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter, "City") and James R. Wallace, (hereinafter, "Wallace"): WHEREAS, Wallace has resigned his position as Moscow City Finance Director, which resignation has been duly accepted by City: and, WHEREAS, for purposes of training and case of transition to a new Moscow City Finance Director, City wishes to retain Wallace's professional services for a limited period after the date of his resignation from City employment; and, NOW, THEREFORE, City and Wallace, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: ARTICLE I ENGAGEMENT City agrees to engage Wallace and Wallace agrees to provide the services described in Article V of this Agreement in order to assist City in the training of and transition to a new Moscow City Finance Director. ARTICLE II INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between Wallace and City by the terms of this Agreement It is understood by the parties hereto that Wallace is an independent contractor and as such he is not an employee of City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE III LIAISON The City's designated liaison with Wallace is the Finance Director of City, or his or her designee. ARTICLE IV DATE OF COMMENCEMENT The date of commencement of this Agreement shall be March I, 2000. AGREE!vlENT FOR SERVICES. JAMES R WALLACE PAGEl of3 ---PAGE BREAK--- ARTICLE V SCOPE OF SERVICES Wallace shall perform the following services as directed by the Moscow City Finance Director: A. Communicate details of routine and non-routine activities of the City of Moscow Finance Department: B. Act as a resource and liaison for professional contacts and networks as appropriate; C. Provide advice and recommendations to Moscow City Finance Director during the transition period to assure that financial proJects are completed in a timely manner; D. Provide assistance and advice as required for the annual city audit, budget process; formats. worksheets, related computer procedures, bonds and LID procedures and the like; E. Provide other related assistance as directed by City. ARTICLE VI COMPENSATION For services rendered by Wallace in satisfactory completion of the requirements of this Agreement, City shall compensate Wallace as follows: A. City shall pay the premiums for continuation of medical insurance coverage at resignation levels by virtue of the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) for twelve (12) months from the commencement date of this Agreement; B. City shall pay Wallace sixty dollars ($60 00) per hour for each hour requested and approved by the Moscow City Finance Director; C. City shall allow Wallace to retain City of Moscow computer #9382 as his own property from the date of commencement of this Agreement (subject to the prior removal of City proprietary information from such computer); D. City shall provide adequate workspace for Wallace for the first thirty (30) days following the commencement date of this Agreement. ARTICLE VII SCHEDULING Wallace and the Moscow City Finance Director shall mutually agree upon work hours. ARTICLE VIJJ TERMINATION OF AGREEMENT After ninety (90) days from the date of commencement, Wallace may terminate this Agreement for convenience, without penalty, upon giving thirty (30) day's written notice to the City. AGREEMENT FOR SERVICES, JAVIES R. WALLACE PAGE 2 of3 ---PAGE BREAK--- ARTICLE IX CONSTRUCTION AND VENUE It is mutually agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is mutually agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE X INDEMNIFICATION Wallace waives any all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Wallace's performance of this Agreement, except for liability arising out of the sole negligence of City or its officers, agents or employees. IN WITNESS WHEREOF, City and Wallace have caused this Agreement to be executed on the day and year first above written. STATE OF IDAHO) ) ss County of Latah ) City of Moscow, Idaho: A · · TT · · .J ST . ) ( TV-. / ( Christine Bainbridge, City Clerk , / l/ u On this day of Jk 0 Q frJ::f ( , 1999, before me, the undersigned, a Notary in and for said State, personally appeared James R. Wallace, known to me to be the person whose name is subscribed to the foregoing and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written. (1 ·Hn LL l \xU! nno.,! c.L NOTARY PUBLIC for Idaho Residingj,t be. ne.Se ) . ' My Commission expires ";-(2003 AGREEMENT FOR SERVICES, JAMES R WALLACE PAGE 3 of3